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Day 1 | The Times They Are A-Changing for Business Lawyers (2024 Business Law Section Program)

THURSDAY, FEBRUARY 8, 2024

12:55      Welcome and Introductions

1:00        "Takin' Care of Business" Succession: A Case Study

Zachary F. Lamb, Ward and Smith PA, Asheville
Jane Francis Nowell, Ward and Smith PA, Greenville

Gain insight from an interactive presentation that poses hypothetical challenges to a family undergoing common issues that arise and can be resolved with business succession planning. This session provides a survey on basic succession planning concerns and identifies methods to help clients overcome such challenges.

2:00        Break

2:10        "R-E-S-P-E-C-T": North Carolina Secretary of State Update

North Carolina Secretary of State Elaine F. Marshall, North Carolina Department of the Secretary of State, Raleigh

The Office of the North Carolina Secretary of State provides an update on developments at the North Carolina Department of the Secretary of State, speaks to "hot" topics and answers audience questions about the Department and its work.

2:40        Break

2:50        "All Things Must Pass": North Carolina Legislative Update

Stephen F. Later, Robbins May & Rich LLP, Pinehurst

This presentation dives into recent changes made to the Business Corporation Act, including revisions related to conducting business by electronic means, shareholder voting, shareholder inspection of records, and business opportunity disclosures, as well as to the charitable solicitation licensing statutes.

3:20        Break

3:30        "It's All About the Benjamins": Bridging the Gap in Valuations and Beyond

Brett A. Hubler, Troutman Pepper Hamilton Sanders LLP, Charlotte

Learn the latest on different mechanisms for finding compromises on price and liability regimes in the mergers and acquisitions space.

4:00        Break

4:10        "Don't Go Chasing": Waterfalls

Seth T. Walker, Moore & Van Allen PLLC, Charlotte

This presentation addresses the ins and outs of waterfall provisions in limited liability company agreements, including typical structures and common pitfalls.

4:40        Adjourn for the Day

FRIDAY, FEBRUARY 9, 2024

8:55        Announcements and Introductions

9:00        "Only God Can Judge Me": Annual Case Law Update

Andrew J. Haile, Elon University School of Law, Greensboro

Hear about recent business law judicial decisions from the North Carolina courts.

10:00      Break

10:10      "We Are Never Getting Back Together": Hoping for the Best and Planning for the Worst in Employment Relationships

Erin M. Barker, Brooks Pierce McLendon Humphrey & Leonard LLP, Greensboro
Jessica Thaller-Moran, Brooks Pierce McLendon Humphrey & Leonard LLP, Raleigh

The mobility of the modern workforce isn't limited to executives in Silicon Valley. Untangling employment relationships in North Carolina businesses can present the same or even greater complications if the employee has been a key part of a family business, owns equity, or has been promised employment for term or other specific conditions. Against the backdrop of law that is increasingly skeptical of post-employment covenants, the burden often falls on business lawyers to set relationships up for both success and flexibility.

11:10      Break

11:20      "Jump, Jive an' Wail": Beneficial Ownership Reporting and Filing Obligations Under the Corporate Transparency Act

David M. McCallum, Maynard Nexsen PC, Raleigh
Andrew D. Steffensen, Schell Bray PLLC, Greensboro

This discussion focuses on the extensive beneficial ownership reporting and filing obligations of reporting companies under the Corporate Transparency Act (CTA). In particular, presenters discuss the entities subject to the reporting and filing obligations of the CTA, the individuals required to be identified in beneficial ownership reports, exclusions from the reporting and filing requirements of the CTA, and the information required to be disclosed in beneficial ownership reports.

12:20      Networking Lunch

Business Law Section Annual Meeting
David P. Broughton, Womble Bond Dickinson (US) LLP, Winston-Salem, 2023-2024 Section Chair, presiding

1:20        "What's Going On?": DE&I Post-SCOTUS

Taylor M. Dewberry, Smith Anderson Blount Dorsett Mitchell & Jernigan LLP, Raleigh
Sidney O. Minter, Advanced Auto Parts, Raleigh
Kerry A. Shad, Smith Anderson Blount Dorsett Mitchell & Jernigan LLP, Raleigh

In June 2023, the Supreme Court issued a pivotal decision ending colleges and universities' ability to consider race in college admissions. While the holding of the Students for Fair Admissions (SFFA) v. Harvard University and University of North Carolina cases was limited to the education context, we are seeing legal challenges to some employer and supplier diversity, equity, and inclusion (DE&I) efforts. This session, presented in conjunction with the Minorities in the Profession Committee, explores the current state of litigation and lawmaking post-SFFA, and attendees learn best practices for DE&I moving forward.

2:20        Break

2:30        "Like a Rolling Stone": What Lawyers Need to Know About Artificial Intelligence*‡

Catherine Sanders Reach, North Carolina Bar Association, Cary

In November 2022, Chat GPT 3.5 launched to the public. Since then, artificial intelligence has been a very hot topic. Lawyers need to understand how generative artificial intelligence impacts their lives and practices, as well as their clients and their clients' lives and businesses. In this session, we describe how the technology works in plain language, examine different products on the market, and explore positive and negative impacts of the exponential explosion of AI.

3:30        Break

3:40        Getting By With a Little Help From Our Friends

Cathy D. Killian, North Carolina Lawyers Assistance Program, Charlotte

The ABA and Hazelden Foundation recently conducted a nationwide study confirming that lawyers struggle with depression, anxiety and alcoholism at rates that far exceed rates found in the general population and other professions. We all know the risks. We often see colleagues in trouble but are unsure exactly what to do about it. This presentation highlights real-world strategies that lawyers and law firms can use to 1) identify colleagues at risk, 2) create a culture of safety that reduces barriers for those in need to asking for and receiving help, and 3) intervene when it is clear a colleague needs assistance.

4:40        Adjourn

* Indicates portion providing Ethics/Professional Responsibility credit
† Indicates portion providing Substance Abuse/Mental Health credit
‡ Indicates portion providing Technology Training credit

Thank you

Thank you for joining us for Day 1 of The Times They Are A-Changing for Business Lawyers (2024 Business Law Section Program). We'll see you tomorrow.

Description

The NCBA Business Law Section Program focuses on the whirlwind of recent changes to state and federal law. And as with prior years, the sessions cover a variety of topics that help every attorney — new or seasoned — gain skills and knowledge to immediately improve their practice and the service they provide to their clients.

Contributors

  • Melissa W. Bailey

    Melissa W. Bailey is an Associate at Brooks Pierce McLendon Humphrey & Leonard LLP in Raleigh. She is a corporate transactional lawyer, representing clients in general business and transactional matters, entity formation, securities, and mergers and acquisitions. She represents clients in corporate transactions of all types, including mergers, acquisitions, divestitures, lending transactions, and financing transactions.

    Melissa is a member of the North Carolina and American Bar Associations. She was selected by her peers for inclusion in The Best Lawyers in America© "Ones to Watch" for corporate law, mergers and acquisitions law and real estate law (2021-2024).

    Melissa earned her B.A. from the University of North Carolina at Chapel Hill and her J.D., with high honors, from the University of Texas School of Law.

    Click here for more information about Melissa.

  • Erin M. Barker

    Erin M. Barker is an Associate at Brooks Pierce McLendon Humphrey & Leonard LLP in Greensboro. She advises clients on various employment and ERISA & benefits related matters. In addition to her employment and benefits practices, she also works with businesses, non-profits and individuals on an array of transactional matters.

    Erin provides counsel and works with employers to draft, implement, and maintain qualified retirement plans and various welfare plans, including health, incentive bonus, severance, and cafeteria plans, and compliance with ERISA, the Affordable Care Act, COBRA, HIPAA, Section 409A of the Internal Revenue Code, and other federal and state laws. She also conducts due diligence and advises on the treatment of such plans in the context of mergers, acquisitions and corporate reorganizations.

    Erin earned her B.A., summa cum laude, from North Carolina State University and her J.D., summa cum laude, from Campbell University Norman Adrian Wiggins School of Law.

    Click here for more information about Erin.

  • Edward T. "Ed" Chaney

    Edward T. "Ed" Chaney is a partner at Schell Bray PLLC in Greensboro. He focuses his practice on advising a broad range of nonprofit organizations on key tax and corporate matters, including organization formation and governance, 501(c)(3) tax exemption and ongoing compliance, charitable giving, program-related and impact investing, and complex organizational structures, transactions, and transitions.

    Ed has extensive experience in advising philanthropic organizations on operational and tax compliance matters, including donor advised fund operations, private foundation grant making, and program-related investments. He also advises on the tax requirements for supporting organizations, the structuring of substantial charitable gifts, and the governance of endowment funds. He has counseled philanthropic clients of many sizes and forms, including community foundations, small and large private foundations, national donor advised fund sponsors, and university-related foundations.

    Ed also regularly advises a wide variety of operating nonprofits on their governance, tax compliance, and transactional needs. Clients have included community economic development and affordable housing organizations, colleges and universities, charter school management organizations, public education and advocacy organizations, performing arts organizations, industry associations, and many more.

    Ed speaks, writes, and teaches frequently on the law of nonprofit and tax-exempt organizations. Among other engagements, he has presented at Georgetown University Law Center CLE's Representing and Managing Tax-Exempt Organizations and at the University of Texas School of Law CLE's Nonprofit Organizations Institute. He recently served as an Adjunct Assistant Professor at the UNC School of Law, where he taught the Law of Nonprofit Organizations.

    Prior to attending law school, Ed worked for ten years in the nonprofit sector, serving as a program director, executive director, board member, and board chair with a number of tax-exempt organizations.

    Ed earned his B.A. from the University of North Carolina and his J.D., with honors, from the University of North Carolina School of Law.

    Click here for more information about Ed.

  • Taylor M. Dewberry

    Taylor M. Dewberry is an employment attorney and the Chief Diversity Officer at Smith Anderson Blount Dorsett Mitchell & Jernigan LLP in Raleigh. She joined Smith Anderson in 2017 and is an associate in Smith Anderson's Employment, Labor and Human Resources practice group. Her practice focuses on employment-related counseling and defending employers against claims involving discrimination, wrongful discharge, retaliation, harassment and civil rights claims. She has represented clients in state and federal courts and agencies throughout North Carolina.

    Taylor's lifelong commitment to diversity efforts and background in employment law made her a perfect candidate to serve as the firm's first Chief Diversity Officer. In her Chief Diversity Officer role, she leads the firm's D&J efforts including Mansfield Rule certification, diversity mentorship programming, affinity groups, recruitment and retention efforts, and community commitments.

    Taylor is a member of the American, North Carolina and Wake County Bar Associations and chair of the NCBA Young Lawyers Division Diversity and Inclusion Committee. She was awarded Best Lawyers®, "Ones to Watch," Labor and Employment Law – Management in 2022 and The National Black Lawyers Top 100, Top 40 Under 40 in 2020.

    Taylor earned her J.D., cum laude from Washington University School of Law and her B.A,, with honors, in American Studies, with a minor in African-American Studies, from Stanford University.

    Click here for more information about Taylor.

  • Anderson T. Ellis

    Anderson T. Ellis is a shareholder at Van Winkle Law Firm in Hendersonville. He is a principal in the Van Winkle Law Firm's Business practice group, where he works with for-profit businesses and nonprofit organizations in all phases of corporate life, including entity choice, formation, operations, sale/purchase/merger, and reorganizations/dissolutions. His litigation background allows him to assist businesses of all sizes with a wide variety of issues that may arise.

    Prior to joining Van Winkle, Anderson practiced in Hendersonville and Nashville (TN), handling primarily civil litigation matters.

    Anderson earned his B.A. in Sociology from Wake Forest University and his J.D. from University of Mississippi School of Law.

    Click here for more information about Anderson.

  • Andrew J. "Andy" Haile

    Andrew J. "Andy" Haile is an Associate Professor of Law at Elon University School of Law in Greensboro. He joined the Elon Law faculty as a full-time member in June 2008. He teaches business and tax law classes. His primary areas of research include tax policy and state and local tax issues.

    Prior to coming to the law school, Andy was a partner with the law firm of Brooks Pierce McLendon Humphrey & Leonard LLP, in the firm's Greensboro office. While in practice, he represented clients in mergers and acquisitions as well as matters involving complex tax planning and tax litigation. He served as judicial clerk to Judge Frank W. Bullock, Jr., former chief judge of the United States District Court for the Middle District of North Carolina from 2000-2001.

    Andy earned his B.S. in Mathematics from Davidson College and his J.D. from Stanford Law School, where he was a member of the Stanford Law Review and was awarded the Order of the Coif.

    Click here for more information about Andy.

  • Brett A. Hubler

    Brett A. Hubler is a Partner at Troutman Pepper Hamilton Sanders LLP in Charlotte. He focuses his practice on mergers and acquisitions, joint ventures, and other investment transactions, as well as private equity fund formations. He regularly represents private equity funds, and public and private companies in their most important matters.

    Brett has significant experience advising clients across a broad range of industries, including fintech, health tech, ag-tech, industrials, energy, real estate, infrastructure, and health care.

    Before joining the firm, Brett served as staff attorney and research director to South Carolina State Senator George E. "Chip" Campsen, who is chair of the South Carolina Senate Fish, Game & Forestry Committee and represents most of the South Carolina coast, from Bulls Bay to Port Royal Sound.

    Brett earned his B.A. in Economics and Communication from Wake Forest University and his J.D., cum laude, from the University of South Carolina School of Law.

    Click here for more information about Brett.

  • Cathy D. Killian

    Cathy D. Killian is the Clinical Director and Western Clinical Coordinator for the North Carolina Lawyer Assistance Program and has been a counselor in the Charlotte area for over 30 years. She is a Licensed Clinical Mental Health Counselor, Licensed Clinical Addictions Specialist, Certified Clinical Supervisor, and Certified Clinical Hypnotherapist. Cathy has worked in a variety of mental health and substance abuse areas, including inpatient, outpatient, hospital-based and free-standing treatment facilities, Employee Assistance Programs, and private practice. She has conducted numerous trainings and workshops both locally and nationally on a variety of topics throughout her career. She was a college instructor for 17 years, and a Program Chair for five of those years. She currently maintains a small private practice seeing individual clients and providing clinical supervision on both an individual and facility level.

    Cathy has worked in a variety of mental health and substance abuse areas, including inpatient, outpatient, hospital-based and free-standing treatment facilities, Employee Assistance Programs, and private practice. She has conducted numerous trainings and workshops both locally and nationally on a variety of topics throughout her career. She was a college instructor for 17 years, and a Program Chair for five of those years. She currently maintains a small private practice seeing individual clients and providing clinical supervision on both an individual and facility level.

    Cathy is a former board member for Anuvia Prevention and Recovery Center, the McLeod Institute on Substance Abuse, the North Carolina Board of Licensed Employee Assistance Professionals, and former president and board member of the Eating Disorders Education Project.

    Cathy earned her B.S. in Zoology/Pre-Med from North Carolina State University, B.A. in Psychology from the University of North Carolina at Charlotte, and her Master of Education degree in Counseling from Winthrop University.

  • Zachary F. "Zac" Lamb

    Zachary F. "Zac" Lamb is an attorney with Ward and Smith PA in Asheville. He counsels individuals on their estate plans and helps them put in place the legal documents to achieve those plans (such as Last Wills, Trust Agreements, Durable Powers of Attorney, Health Care Powers of Attorney and HIPAA Authorizations). He also advises fiduciaries, such as estate Executors and Trustees, on administrative matters.

    Zac's practice also involves assisting closely-held business owners in various transactional matters and business succession planning. He regularly advises clients on a broad range of business law matters, including the formation of new business and investment entities, stock purchase/sale transactions, asset purchase/sale transactions, and contract drafting and negotiation

    In addition, Zac represents individuals and organizations in tax disputes involving the Internal Revenue Service, the North Carolina Department of Revenue, and local property taxing authorities.

    Zac has written numerous articles and manuscripts and has presented multiple lectures to civic and community groups and at continuing legal education seminars concerning his fields of practice.

    Zac is certified by the North Carolina State Bar as a Board Certified Specialist in Estate Planning and Probate Law.

    Zac earned his B.A., magna cum laude, from Wake Forest University, J.D., with honors, from The University of North Carolina School of Law and his LL.M. in Taxation from the The University of Florida School of Law.

    Click here for more information about Zac.

  • Stephen F. Later

    Stephen F. Later is a Partner at Robbins May & Rich LLP in Pinehurst. He represents individuals, businesses, and nonprofits in corporate governance and in mergers and acquisitions, spin-offs, and divestitures and in corporate finance, private equity, venture capital, and complex commercial transactions.

    Stephen represents individuals and business and nonprofit associations in activities including entity selection and formation, governance, and dissolutions and creditors' rights. He advises clients in a range of acquisition techniques including asset sales, equity sales, and private equity placements. His nonprofit corporate practice includes extensive experience in formation of nonprofit entities, application for recognition of exemption, preservation of tax-exempt status and avoidance of sanctions, and solicitation registration. He further advises employers in matters related to confidentiality agreements, non-competition agreements, employment contracts, employment discrimination, and employment terminations.

    Stephen earned his A.B., cum laude, from Columbia University, M.A. from University of Virginia and his J.D., cum laude, from University of North Carolina School of Law.

    Click here for more information about Stephen.

  • North Carolina Secretary of State Elaine F. Marshall

    North Carolina Secretary of State Elaine F. Marshall, in 1996, became the first woman elected to a statewide, executive branch office in North Carolina and has served as President of the National Association of Secretaries of State. A former teacher, small business owner, and private practice attorney, Secretary Marshall was elected to the NC State Senate before rising to statewide office. Secretary Marshall has pioneered e-commerce in government, reduced the cost of doing business, protected investors and intellectual property owners, and promoted financial capital formation in North Carolina.

    She has received numerous state and national awards, including the 2020 John A. (Pete) Eberhart Ray of Light Award from Boundless Impact, the 2020 N.C. Bar Association's Chief Justice I. Beverly Lake, Jr. Public Service Award, Leadership North Carolina's 2016 Award for Public Service, and the 2007 U.S. Chamber of Commerce Distinguished Service Award for a State Government Official. In addition, she was honored with the 2019 Brand Protection Hero Award from the Center for Anti-Counterfeiting and Product Protection (A-CAPP), the Charlotte Business Journal's 2017 International Trade Lifetime Achievement Award, and Meredith College's 2017 Woman of Achievement Award, Secretary Marshall has been honored with four honorary doctorates, Triangle Business Journal's Lifetime Achievement Award for Women in Business, and was a 2018 Inductee for the NC Women Business Owners Hall of Fame. She has also received Lifetime Achievement Awards from North Carolina 4-H and the National 4-H Hall of Fame.

    Click here for more information about Secretary Marshall.

  • David M. McCallum

    David M. McCallum is Of Counsel at Maynard Nexsen PC in Raleigh. He is an attorney in the Tax practice group of the Firm, where he helps clients navigate complex federal, state and local (SALT), and international tax compliance and controversy matters.

    Prior to joining the Firm, David served as a Senior Attorney and Special Assistant United States Attorney in the IRS Office of Chief Counsel. He has extensive experience in appearing before the Tax Court and Bankruptcy Court on behalf of the IRS, which has given him a deep understanding of IRS processes and procedures.

    In federal tax and SALT matters, David regularly represents both corporate and individual taxpayers through all stages of the audit process and resulting litigation before the Tax Court, Office of Administrative Hearings, state appellate courts, or Federal District Court. He has represented clients challenging proposed assessments, collection actions, and nexus determinations, along with seeking refunds in the areas of corporate tax, income tax, sales and use tax, and withholding and payroll taxes. Moreover, has has counseled numerous clients in highly complex tax planning for international operations and investments, as well as advised foreign clients who are making investments in the United States.

    David also works closely with businesses to find and take advantage of tax credits and incentives at both the federal and state levels. He has experience with the R&D credit, the low-income housing tax credit, the new markets tax credit, and various energy credits, as well as state economic development incentives.

    In addition to his primary tax focus, David advises business owners on the Corporate Transparency Act and its beneficial ownership reporting requirements. Further, he advises public charities, supporting organizations, private foundations, and cooperatives in applying for, receiving, and maintaining their exempt status. He works with exempt organizations regarding federal unrelated business income tax and state sales tax issues.

    David earned his B.A., summa cum laude, from North Carolina State University, J.D., magna cum laude, from North Carolina Central University School of Law and his LL.M from New York University School of Law.

    Click here for more information about David.

  • Sidney O. Minter

    Sidney O. Minter is Of Counsel at Advance Auto Parts in Raleigh. In this role, he provides advice, counsel and risk management support to key stakeholders, including senior executives and human resources professionals.

    Prior to joining Advance, Sidney was an attorney in the Raleigh office of Jackson Lewis PC. During his career, he has exclusively represented management in a wide range of industries. He has litigated matters relating to wage and hour law, workplace safety law, and workers' compensation. His bread-and-butter, however, is handling complex matters arising under Title VII.

    Sidney is on the Board of Governors for the North Carolina Bar Association and North Carolina Bar Foundation. He has been named a "Rising Star" in Labor and Employment law by Super Lawyers and named as "Legal Elite" by Business North Carolina. He is an avid speaker, moderator and guest on podcasts.

    Sidney earned his B.A. in Politial Science at the University of North Carolina at Greensboro, M.A. in Public Administration, summa cum laude, from High Point University and his J.D., cum laude, from North Carolina Central University School of Law.

    Click here for more information about Sidney.

  • Jane Francis Nowell

    Jane Francis Nowell is a business attorney with Ward and Smith PA in Greenville. Her practice focuses on business and corporate law, including mergers and acquisitions, contract negotiation and drafting, and general business counseling. She also regularly assists clients with the formation of business entities such as corporations, limited liability companies, and partnerships, and has experience negotiating and drafting various types of commercial contracts and agreements.

    Having acquired a strong agricultural background from her upbringing on a farm, Jane Francis is devoted to supporting agribusinesses in a variety of matters, from business succession planning to entity formation.

    Before joining Ward and Smith, Jane Francis was a judicial intern for the Honorable Jeffery K. Carpenter of the North Carolina Court of Appeals. She also served as a legal intern for the North Carolina State Health Plan, becoming familiar with complex contracts and North Carolina's procurement process.

    Jane Francis earned her B.A., cum laude, from Roanoke College and her J.D. from Campbell University Norman Adrian Wiggins School of Law.

    Click here for more information about Jane Francis.

  • Catherine Sanders Reach

    Catherine Sanders Reach is Director for the Center for Practice Management at the North Carolina Bar Association, providing practice technology and management assistance to lawyers and legal professionals. Formerly she was Director, Law Practice Management and Technology for the Chicago Bar Association and the Director at the American Bar Association's Legal Technology Resource Center.

    Prior to her work at the NCBA, CBA and ABA she worked in library and information science environments for a number of years, working at Ross and Hardies as a librarian. She received a master's degree in Library and Information Studies from the University of Alabama, Tuscaloosa in 1997.

    Catherine's professional activities include articles published in Law Practice magazine, Law Technology News and GPSolo Magazine, as well as numerous other publications. She has given presentations on the use of technology in law firms for national bar conferences, state and local bar associations and organizations such as the National Association of Bar Council and the Association of American Law Schools. In 2011 she was selected to be one of the inaugural Fastcase 50, celebrating fifty innovators, techies, visionaries, and leaders in the field of law and in 2013 became a Fellow of the College of Law Practice Management. She served on the ABA TECHSHOW Board from 2007-2009, 2014-2016 and is co-vice chair in 2019.

    Click here for more information about Catherine. Connect with her on Twitter and LinkedIn.

  • Kerry A. Shad

    Kerry A. Shad is a Partner at Smith Anderson Blount Dorsett Mitchell & Jernigan LLP in Raleigh. Her practice focuses on representing employers in all types of employment related litigation. She regularly defends employers against EEOC charges and lawsuits in federal and state courts involving alleged discrimination, harassment and retaliation.

    Kerry advises companies of all sizes, including global companies, on a wide variety of employment law issues across a range of industries, including healthcare (insurers and hospitals), pharmaceutical and CRO, technology, biotech, agtech, retail, hospitality and manufacturing.

    Kerry's practice also focuses on United States Department of Labor wage and hour investigations and related disputes. She was part of the defense team that successfully represented GlaxoSmithKline in a case that went to the Supreme Court where the issue was whether pharmaceutical sales representatives are exempt as outside sales people under the FLSA.

    Kerry holds key leadership roles in the firm, including as an elected member of the Management Committee and Co-Chair of the Diversity & Inclusion Committee.

    Kerry has been recognized as a leading employment lawyer by Chambers USA, Benchmark Litigation, Best Lawyers and Super Lawyers.

    Kerry earend her B.S. in Psychology from Florida State University and her J.D. from University of North Carolina School of Law.

    Click here for more information about Kerry.

  • Andrew D. Steffensen

    Andrew D. Steffensen is a Member of Schell Bray PLLC in Greensboro. He represents a wide range of clients in complex business transactions. He has interest and experience in entity selection and formation, mergers and acquisitions, private equity, trademarks, and general corporate matters.

    Andrew advises clients on choosing and forming appropriate business entities, debt and equity financing matters, mergers and acquisitions, employment and consulting agreements, noncompete and restrictive covenant agreements, and general commercial contract issues. He also advises clients in connection with obtaining, renewing and defending trademarks. He regularly prepares and reviews letters of intent, limited liability company operating agreements, corporate formation documents, shareholder agreements, employment and consulting agreements, noncompete and restrictive covenant agreements, confidentiality and nondisclosure agreements, asset and stock purchase agreements, private placement documents, trademark applications and renewals, and other commercial and contractual documents for various types of business entities.

    Andrew earned his B.S., summa cum laude, and M.S., with high honors, in Accounting from East Carolina University and his J.D. from William & Mary Law School. In addition to his legal knowledge and experience, he has passed the North Carolina CPA exam, which is particularly useful when advising clients in connection with the financial aspects of business transactions.

    Click here for more information about Andrew.

  • Michael C. Tarwater Jr.

    Michael C. Tarwater Jr. is an Associate Attorney at Moore & Van Allen PLLC in Charlotte. His practice primarily focuses on evaluating, structuring, negotiating, and executing middle market M&A deals for both strategic and financial buyers/sellers. He has experience in closing cross-border transactions by working productively with both foreign companies and foreign counsel.

    Michael frequently represents companies and trustees in the implementation of employee stock ownership plans (ESOPs) and other transactions involving ESOP companies, including ESOP administration issues and transactions involving the sale of ESOP-owned companies. He counsels privately held companies with drafting and negotiating commercial contracts, corporate governance documents, including guidance regarding the formation and structure of entities, incentive compensation and other corporate matters.

    Michael earned his B.A. from Southern Methodist University, M.B.A. from the University of North Carolina at Charlotte and his J.D. from Charlotte School of Law.

    Click here for more information about Michael.

  • Jessica "Jessi" Thaller-Moran

    Jessica "Jessi" Thaller-Moran is a Partner at Brooks Pierce McLendon Humphrey & Leonard LLP in Raleigh. She focuses her practice on employment law and litigation, which includes counseling employers on legal compliance and helping them proactively identify, prepare for and respond to issues involving personnel management.

    Jessi guides employers on appropriate responses to a rapidly-changing workplace. Over the last few years, this has included counseling through the rapid transitions required by the COVID-19 pandemic and responding to increasingly localized laws on everything from job postings to diversity, equity, and inclusion (DEI) in the workplace. She also advocates for employers before enforcement agencies and in state and federal courts.

    Jessi seeks to help companies thrive by helping them plan for, and respond to, issues involving their workforce. She advises companies on wage and hour compliance, accommodation issues involving the Family and Medical Leave Act (FMLA) and Americans with Disabilities (ADA), and anti-discrimination laws such as Title VII. She also provides drafting assistance on key documents ranging from employment agreements and separation documentation to workplace policies and handbooks.

    Jessi earned her B.A., summa cum laude, from the University of Richmond and her J.D., with honors, from the University of North Carolina School of Law.

    Click here for more information about Jessi.

  • Seth T. Walker

    Seth T. Walker is an Associate Attorney at Moore & Van Allen PLLC in Charlotte. His practice focuses on evaluating, structuring, and negotiating mergers and acquisitions, divestitures, leveraged buyouts, minority and control equity investments, carve-outs, and cross-border transactions.

    Seth also has extensive experience representing and counseling privately held and emerging companies with drafting and negotiating commercial contracts, corporate governance, the formation and structure of business entities, incentive compensation, and other operational matters.

    Seth primarily represents private equity sponsors, independent sponsors, fundless sponsors, family offices, venture capital investors, SBICs, BDCs, banks, and privately held companies in a variety of their investment and finance transactions.

    Seth is listed in Best Lawyers in America for Corporate Law and Mergers and Acquisitions Law "Ones to Watch," for 2024. He is also a member of the Mecklenburg County and North Carolina Bar Associations.

    Seth earned her B.A., magna cum laude, fromt the University of North Carolina at Charlotte and her J.D. from the University of North Carolina at Chapel Hill School of Law.

    Click here for more information about Seth.

  • Jennifer L. Weaver

    Jennifer L. Weaver is a Partner at Manning Fulton Skinner PA in Raleigh. She has been practicing law at Manning Fulton since 2003. Her experience in the areas of corporate law, employment law, mergers and acquisitions, and a historical practice in estate planning allows Jennifer to bring a unique perspective to business owners throughout the life cycle of a business, from start-up to growth to sale or transition.

    Jennifer's clients are typically closely-held or family-owned businesses, ranging from start-ups and mom-and-pop businesses with fewer than ten employees up to large companies with several hundred employees. They include medical practices, engineering and professional services firms, retail and wholesale sales organization, manufacturers, technology companies, restaurants, property management and real estate development companies, and even a few other law firms.

    Jennifer earned her B.A. from Smith College and her J.D. from Duke University School of Law.

    Click here for more information about Jennifer.

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February 8, 2024
Thu 12:55 PM EST

Duration 3H 45M

This live web event has ended.

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